


Caught in Her Web

by marvelfan98



Category: Avengers (Comics), Marvel (Comics), Ms. Marvel (Comics), Spider-Man (Comicverse), Spider-Woman (Comic)
Genre: Dominance, F/F, F/M, Fingerfucking, Hand Jobs, Handcuffs, Oral Sex, Orgasm Delay/Denial, Vaginal Sex
Language: English
Status: Completed
Published: 2014-04-26
Updated: 2014-04-26
Packaged: 2018-01-20 20:18:16
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 5
Words: 16,636
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1524227
Author URL: https://archiveofourown.org/users/marvelfan98/pseuds/marvelfan98
Summary: <blockquote class="userstuff">
              <p>Ms. Marvel developes a taste for controle over Spider-Man</p>
            </blockquote>





	1. Caught in her Web

**Author's Note:**

> This story Is a request from JViper who helped create the story line. This story will be a little different from what I usually write containing a lot of tease and built up with little to no actual sex in the first few chapters. Hope you all enjoy.

Peter Parker sat in one of the many training rooms in Avengers tower. Recently he's been training with his fellow Avenger Carol Danvers better known as Ms. Marvel. Recently she'd been helping Peter work on various grappling techniques. Since he'd been bitten by that radioactive spider Peter had become incredibly strong and he had always counted on that and his spider sense rather then any actual fighting abilities. But not long ago Shang-Chi had trained him in martial arts and even helped him developed his own fighting style and Peter had found it very useful so he decided to learn more. If nothing else it could come in handy when fighting someone as strong as him. He'd asked Carol if she could help help him since she had military training and the strength to actual go toe to toe with Peter. They'd been working together for a while now and it was going well. Peter and Carol really got along well. And of course it was a nice bonus that she was gorgeous. She was running late , she'd never been late before and Peter was starting to wonder where she was, he got up to go check the monitors for any super human activity in the city figuring she was off fighting some villain. Just as he was about to open the door his spider sense went off with just enough time for him to quickly jump out of the way as the door swung powerfully inwards.

 

“Sorry, sorry I'm here.” Carol said entering the room in a rush.

 

Peter was about to answer her when he got a look at her and his jaw dropped. Carol was wearing one of her old uniforms that Peter had only seen pictures of. It was coloured red and blue, her legs were exposed except for her boots, the bottom of her uniform sitting high on her hips showing off her curvy figure, there was a diamond cut out of the front showing her flat toned stomach the top point of the diamond coming a little short of her chest which stretched the material of the costumed making her breast look even bigger then normal, She had a star resting between the two large mounds, the whole thing was finished with a long red scarf and a domino mask. Peter found himself staring at how sexy she was, the pictures of this outfit did not do it justice. Carol always looked sexy but this was just amazing.

 

“So what do you think.” Carol said holding her hands out as she smiled. She could tell he was mesmerized and she was proud of her ability to do that to men. “I felt like going back to my old outfit.” She explained. Peter continued to stare not saying anything. “So... do you like it?” Carol asked again.

 

Peter was snapped out of his hypnosis and stammered a quick “Y... yeah you look great.” making Carol laugh a little.

 

“Well thank you.” She said, her pride continuing to grow. “So we should really get started.” Carol continued moving towards the mats set up in the middle of the room.

 

“Yeah whatever you say.” Peter answered now mesmerized by Carol's amazing ass, her new uniform rode so high on her hips that it practically became a thong in the back, her round cheeks almost completely exposed. Peter followed her , his eyes never leaving her rear until she turned around to look at him. He shot his eyes up hoping she wouldn't catch him but he could tell by the smile on her face that she had. He was glad his mask hid his red face.

 

“So how about we start with some arm and leg locks.” She said rubbing her hands together.

 

Carol began taking him through a few basic holds. First demonstrating on him then having peter do them to her. She showed different ways to gain control of someones arms of legs that could potentially even be used to break bones if necessary. Peter was having an even harder time then usual staying focused. He just couldn't help it, Carol's tits and ass called to him. Of course the nature of the training made it even worse as there was so much physical contact. Like when Carol was showing him a straight arm bar. She had him lay on the ground with her legs laid across his chest and his arm pulled up along her torso with her holding his wrist near her neck. She was explaining the various advantages and disadvantages of the position but Peter couldn't hear any of it. All he could think about was her ass pressed against her side and his upper arm pressing against her crotch and of course his fore arm between her big soft breasts. He couldn't help thinking about how amazing it would feel for his cock to be between the mounds.

 

“So you got it?” She asked him snapping him from his fantasy.

 

“Uh... yeah yeah I got it.” Peter lied.

 

“OK how about I show you a back mount.”

 

She move around behind him with her arms and legs wrapped around him to control his arms and legs. Once again she was explaining the position but Peter was lost. He could feel her chest pressed against his back and he could swear he could even feel her nipples poking into him. He started picturing her wrapped around him like this but from the front, her naked form bouncing up and down his shaft.

 

“Peter!” He heard her say forcefully

 

“What what?!” He answered his fantasy once again torn away.

 

“Were you even listening.” She asked letting him go.

 

“Of course I was.” Peter answered turning to her.

 

“Oh really. Why don't you show me?” She asked knowing he hadn't been paying attention to her.

 

“Uh... OK.” He said nervously.

 

He moved behind her and wrapped his arms and legs around her as best he could to match her demonstration. Unfortunately for him this position made focusing even harder. He had her firm butt pressed right against his dick and against his inner protests he began to feel a stirring in his cock. He tried desperately to think of anything to stop it but it was no good. As his dick grew harder he just kept picturing Carol naked in front of him like this as he fucked her from behind.

 

“See Peter your positioning is all wrong you have to-” Carol started before stopping abruptly. She felt something poking her in her ass. 'No!' she thought to herself. 'that can't be what I think it is'. Carol's face started to turn red. She didn't know what to do.

 

“Oh crap!” Peter said quickly pulling himself from Carol's body. “Uh... I uh... forgot I have to be somewhere.” He lied quickly making his way towards the door, making sure to keep his body turned away from her.

 

“Oh uh sure no problem.” Carol managed to say not knowing what else to do as Peter ran from the room. Carol thought over what had just happened. Had he really gotten hard? Peter? She knew he had found her attractive but damn she didn't know it was that bad that he couldn't even control himself. She wasn't sure how to feel. Should she be angry? No it wasn't his fault. After a while she just found it kind of funny and actually kind of flattering. She figured if anything he gave her a compliment.

 

^^^

 

Peter was mortified as he swung back to his apartment. There was no way she didn't feel that. What was he a 15 year old boy? He couldn't control himself for an hour? 'Well that's it' he thought. 'I had a pretty good run as an Avenger but there's no way I can ever go back there. I knew it was to good to last. Well I guess that's just the old Parker luck finally kicking in.'

 

Peter landed on the roof of his building and crawled down to his open window. As he took his mask off he noticed a text on his cell phone. He checked it and saw it was from Carol. He figured it would be her telling him how disgusted she was with him and almost didn't open it but figured he might as well see how bad it was.

 

Hey! Good work today.

Don't worry about what happened.

You know, you leaving early.

See you next time.

 

Peter stared at the phone reading the message a few times over. 'She must have felt it' he thought 'there's no way she couldn't have' Then he noticed her saying not to worry about what happened. She must be referring to him getting hard not actually him leaving early. Wow she really must be cool with it. Peter finally relaxed realizing nothing bad was going to happen. “Oh thank god.” He said out loud and collapsing onto his bed.

 

^^^

 

Carol laughed to herself thinking about Peter. She couldn't help but laugh at the thought of him freaking out about what happened. She had been shocked at first but she wasn't offended in any way. Having thought about it more she was actually pretty happy about it. It made her feel really hot and she had to admit it was a bit of a turn on that she had that kind of power over Peter. She was definitely looking forward to their future session.

 

^^^

 

The weeks went on and Carol continued to teach Peter and during every single session she had the same effect on him. After just a few holds Peter would be hard as a rock and he'd either come up with some excuse to leave or do everything he could to keep her from realizing what happened, but of course Carol always knew. After a while she even started having a little more fun with it. She would press up against him a little harder or let her uniform shift to make it just a little more revealing. She even made a game of it to see how fast she could get him hard. She couldn't explain why but she loved it. She found herself enjoying watching Peter squirm and it even started to turn her on a bit to have this kind of power over him. More then one night had led to her playing with herself while thinking about what she had done to Peter in their sessions. Her skilled fingers manipulating her pussy and making herself cum over and over again. She didn't know if she actually wanted to do anything with Peter himself but she loved the power. Finally she decided she wanted to see just how far she really could push this.

 

At her next training session Carol showed up and started things out the same as usual with Peter. They chit chatted a bit and then she had them start the new moves she would be teaching him today. Carol laid back on the ground and spread her legs, as she told Peter to get on top of her between her legs he was a little more then hesitant.

 

“Oh come on Peter. I won't bite.” She teased him with a sexy little smile before adding “Unless you want me to.”

 

Peter finally took the position doing everything he could not to picture Carol naked in front of him.

 

“This is called a guard position,” she said wrapping her legs around Peters waist and roughly pulling him into her. “See just because you're on top doesn't necessarily mean you're in control.” As she spoke she began to very lightly move her hips up and down on Peter's crotch. She had to suppress a smile as she could already feel he was at full salute.

 

Peter could feel Carol pressed against his cock. He could swear she was grinding against him but that couldn't be right. Oh god it felt so good. He knew there was just the thin material of their uniforms separating his hard cock from her pussy. How he wished that barrier was gone and he could be inside her. As she kept explaining the position but he didn't hear a single word.

 

Carol was doing everything she could not to let Peter know she knew what was going on. She continued to lightly rub herself against him, feeling his hard dick rubbing against her lower lips and making her wetter by the second. Watching him squirm above her was driving her wild. She thought she might just cum right there. She decided to take it up another notch.

 

“Of course sometimes being on top is the best place you can be.” Carol said as she rolled both herself and Peter over so that he was now on his back beneath her. This gave her even more control over the situation. She pressed herself harder against him, even going so far as to let out a small moan.

 

Peter heard her moan and he knew he'd been right. She was definitely grinding against him. Did she want him? What did this all mean? He could hardly focus with her huge tits swaying just above his face, her gorgeous orbs moving every time she grinned against him.

 

“Peter.” She said her voice going to a sexy moan her hips never slowing at all, “I think we both know that something has been going on in these sessions beyond your training. Your little friend down there has been getting very excited.” Peter gulped not knowing what to say. “It's OK.” She said reassuring him “It's flattering that you find me so attractive.” She moaned again as she rubbed his hard cock head against her sensitive clit. “And I'd be lying if I said I hadn't thought about it.” She leaned in closer to him, her lips right beside his ear as she whispered. “Your hard cock entering my wet pussy it would feel so good.”

 

Peter felt like he was about to explode. He could feel Carol's wetness soaking through their clothing and coating his dick. As she leaned into him he could even feel her hard nipples pressing against his chest.

Carol sped up her gyrations as she kept whispering in his ear. “God peter it would feel so good.” Her hand moved between their bodies and took hold of his cock and she began to directly rub his cock head on her clit. “I get so horny thinking about it sometimes, it's hard to keep control.” Her breathing increased as she felt more and more pleasure. Peter let out a moan beneath her and Carol felt a surge of pleasure shoot trough her knowing she had him in the palm of her hand both literally and figuratively. Between the physical pleasure she was giving herself and the joy of manipulating Peter she knew her orgasm was close. She rubbed him more forcefully gripping his cock so tight if he'd been a normal person it would have popped.

 

Even with his strength Peter winced at her grip not sure why the pain sent a jolt of pleasure through him.

 

Carol kept talking to Peter about how she wanted him so bad. She could tell he was about to cum and that pushed her over the edge, her body washed with joy. She looked down at Peter as she came, his cock still in her strong grasp. She smiled as she could feel him trying to hump into her fist. She let go of his hard cock and quickly stood up off him. Her legs shaking a bit from her orgasm. “But you know Peter it would be wrong for us to sleep together, I mean we work together and that would just complicate things.” She said with an evil little smile on her face.

 

“But.. but ... you just...” Peter stammered. How could she say that after what she just did.

 

“I'm sorry Peter.” She said with clearly fake sympathy “I hope you understand.” She quickly moved towards the door and walked out leaning back in at the last moment adding. “Oh but I still expect you to be here for our next session.” Then she was gone.

 

Peter was left laying on the floor on the verge of orgasm and completely confused. Carol had just used him like a dildo and left him there with a serious case of blue balls. How could she do that to him? And she expected him to come back? No way in hell was that happening.

 

But then again... Maybe she really just didn't know what she had done. Maybe she just lost control of herself but realized what was happening and left. Maybe next time she'd take it further. How could he risk missing out on that possibility.

 

^^^

 

Carol quickly made her way home where she immediately stripped of her clothes and spent the next several hours playing with her pussy. She couldn't believe how amazingly horny she felt at the thought of leaving Peter there on the verge of jizzing his pants after she used him to get off. She spent the whole night making herself cum again and again until she lost count.

 

Finally, the next morning, as Carol lay in her bed in what was practically a puddle of her own cum, she began to wonder if what she had done had been worse then she originally thought. After all Peter was a really nice guy and she'd sort of used him. She knew she should feel worse about it but it just kept turning her on more and more. Eventually she decided she needed a second opinion on it all and there was only one person she could trust enough to tell all of this to.


	2. A new Strand

**Summary for the Chapter:**

> Spider-Woman decides to join in the fun.

**Notes for the Chapter:**

> Once again I'd like to thank you to JViper for helping develope the story line and for beta reading this story. I hope you all enjoy.

A New Strand:

 

“Bullshit!” Jessica Drew better known as the Avenger Spider-Woman said to Carol. “There’s no way you did that.”

 

“I swear!” Carol told her. Carol had just finished telling Jessica everything she’d been doing to Peter for the past weeks.

 

“Nope. Sorry no way.” Jessica said shaking her head in disbelief.

 

“Jess come on have I ever lied to you?” Carol Told he trying to convince her friend as the two of them sat in Carol’s apartment drinking coffee.

 

“No but come on. You’re telling me you’ve basically been dry humping Peter during your training sessions? It’s just so unbelievable.”

 

“It’s true.” Carol insisted.

 

“Oh my god you’re serious?” Jessica asked.

 

“Yes!” Carol continued to insist.

 

“Oh my god Carol what is wrong with you.” Jessica said with a mixture of shock and amusement finding the whole thing kind of funny.

 

“I know, I know.” Carol answered laughing a little bit. “It’s stupid and mean of me but I just can’t help myself.” She explained.

 

“This isn’t like you at all.” Jessica said taking a long drink from her glass.

 

“I know and I mean Peter’s such a nice guy I kind of feel bad but I just couldn’t stop.” Carol kept explaining.

 

“You know you’re a huge bitch?” Jessica asked her with another laugh.

 

“Yeah I know” Carol said accepting the criticism. “But to be honest I kind of like it.” Carol said blushing.

 

“You know I never would have pictured you to be the type of person who got off on power.” Jessica said shaking her head still trying to make sense of everything.

 

“Neither did I but it’s amazing.” Carol told her. “Have you ever… you know done anything like this?” She asked.

 

Jessica laughed as she answered. “What? Tease a guy till he’s about to explode then just leave him there with blue balls? No I have never done that.” Jessica could barely stop laughing long enough to get the words out.

 

“Well I gotta tell you, you should really give it a try sometime.” Carol said. “I never came so hard in my life.”

 

“Really?” Jessica asked with a mixture of emotions from skepticism to curiosity to amusement.

 

“Absolutely.” Carol said with a smile. Feeling a familiar warmth growing between her legs. “I’m getting a little hot just thinking about it.”

 

Jessica pondered those words for a few minutes before Carol spoke again.

 

“So honestly do you think I was to mean.” Carol asked her a bit of worry seeping into her voice.

 

Jessica thought for a moment before saying. “I don’t know maybe. I mean you did leave him high and dry after using him for your own pleasure. But then again he kept coming back again and again after you’d started it.”

 

“Yeah but he didn’t know I was doing it on purpose till just this last time.” Carol answered.

 

“Oh yeah I’m sure he thought you just kept wrapping your ass and tits around his cock by accident while you kept pushing your crotch on his face.” Jessica said full of sarcasm.

 

“I guess so.” Carol said thinking that over for a moment.

 

“Look the only real way you’ll know if it was too far is if he shows up to your next training session or not.”

 

“I guess you’re right.” Carol said.

 

“Well of course I am. I’m always right.” Jessica said with a laugh soon to be joined by Carol. They soon moved on to a new topic and the rest of the night continued as normal.

 

***

 

Later that night Jessica was lying in bed trying very hard and failing to sleep. She couldn’t stop thinking about what Carol had said earlier, especially about how she had never cum so hard in her life. Jessica couldn’t help but wonder what it might have been like to experience that kind of control over a guy. Making him want her so bad and using him to get off but not worrying about him getting off at all. She found the simple thought of it was turning her on a bit.

 

One of her hands slowly began to trace down her naked body coming to rest on her moistening pussy lightly stroking it as she continued to ponder. She imagined it had been her teasing Peter as she began to move her fingers with more purpose, circling her clit and getting slippery from her wetness. Jessica let out a small moan at the thought of Peters’ cock rubbing against her pussy through his uniform, pushing against her sending jolts of pleasure.She imagined using him the way Carol had. Holding him down and rubbing his length against her lower lips till she her body shook with orgasm, and just as she reached her peak in her fantasy so to did she reach it in reality. She body tightened as every one of her muscles clenched, her fingers pressed tightly against her clit as she loudly moaned in pleasure.

 

She was amazed, usually when she masturbated her orgasms were relatively subdued and relaxing but this just left her aching for more. Just the thought of dominating a man in that way had her more work up then she’d been in a very long time. She couldn’t help but wonder if maybe Carol was actually on to something with this whole thing. These thoughts continued to fill her brain until she finally drifted off to a sleep filled with dirty dreams.

 

*****

 

The next day Jessica reported to Avengers tower. She was one of the avengers on call that day meaning they had to sit around the Tower in case anything came up so they could respond immediately. She walked into the large living room clad in her skin tight uniform, the red and yellow spandex hugging her sensual curves nicely. Then she saw who her partner was for the day. Spider-Man was sitting on the couch watching TV. Jessica couldn’t believe it. Her brain instantly began to fill with thoughts of making him her play thing. She tried to push them from her mind thinking about how it would be wrong for her to do that to him but she couldn’t stop.

 

“Hey Jess.” Peter said waving to her. “What’s up?”

 

“Oh uh not much.” Jessica answered being pulled from her thoughts. She looked at him lounging on the couch his legs spread. Her eyes looking to the slight bulge of his crotch at she was wondering what it might look like if she got him hard. Maybe she could just do that. After all she was an attractive woman if she got him hard that wouldn’t exactly be mean. She settled on that thinking that it was a reasonable middle ground for her to try out this power thing. She thought about using her pheromones but thought it would be more fun to at least start without them. Jessica slowly sauntered over making sure her hips had a nice sway to them with every step. As she neared the couch he stretched her arms behind her back like they were stiff and pressed her chest forward giving Peter a clear view of her ample breasts.

 

Peter’s eyes almost shot out of his head as he saw this. Jessica had always been a very sexy woman but she seemed like she was oozing sex at the moment. He did everything he could to try not to stare as she stretched but he wasn’t doing a very good job of it. She flopped down on the couch bouncing a bit as she landed making her chest jiggle.

 

Jessica had to keep herself from smiling as she could already see Peter getting hard. He quickly shifted around crossing his legs to cover himself from her view. She was disappointed that he was taking away her fun and she knew she had to push it further. She saw an opportunity on the table in front of them. There were a few magazines pilled there. She stood up again and moved to the table standing directly in front of Peter and then bent over to flip through the magazines putting her spandex clad ass on full display. She began to hum and slightly sway her hips as she looked at the various books.

 

Peter could feel his heart pounding and the blood rushing to his hardening cock. Jessica’s ass looked so amazing swaying back and forth in front of him. He wanted nothing more than to reach out and grab the mounds of flesh but he had better control then that, though he didn’t seem to have enough control to stop staring.

 

Jessica finally moved back to the couch with one of the books in her hands. She lay down on her stomach facing away from him her legs lightly and playfully kicking back and forth in the air as she pretended to read the book. Every time she would glance back towards Peter she caught him staring at her ass. One time when she looked back he noticed her head move and their eyes locked for a moment, Peter was trying to think of what to say to keep himself out of trouble but Jessica just gave him a seductive smile and returned to her reading.

 

After a while Jessica rolled over on to her back, arching her back as much as she could without making it completely obvious and she now got Peter looking at her chest instead of her ass. Jessica moved her feet into Peter’s lap asking.

 

“You don’t mind do you?”

 

“Uh… no, no go ahead.” Peter stammered.

 

Jessica smiled as she began to move to the next step of her plan. Her feet began to lightly slide around Peter’s lap till she found what she was looking for. One of her feet grazed across his hard cock.

 

“Oh Peter I’m sorry.” She said feigning surprise. “I didn’t realise you were so… Excited. Is that because of me?” She asked.

 

“I…uh… it’s…” Peter stammered not knowing what to say.

 

“Hey don’t worry its ok.” She said smiling to him. “After all it’s only natural. Besides I mean look at how I’m dressed.” She said her hands sliding along her form to emphasise her point. “You think we women don’t know we’re turning you guys on?” She began to move closer to Peter as she waited for him to answer.

 

“Well I guess I never thought about it.” Peter said barely getting the words out.

 

“Come on Pete I’m sure you have.” She continued to move closer. “I mean you’ve seen Carol’s new outfit. It rides so far up you can almost make out her pussy. You’re trying to tell me you never stare at her in that outfit and think about fucking her.”

 

“Well…I…I…” He stammered trying to move back away from her before being stopped by the back of the couch.

 

“It’s ok you don’t have to tell me.” Jessica said “I already know the truth. I was talking to Carol the other night and she told me all about you’re little training session romp.”

 

Peter froze. He didn’t know what to say. What had Carol told her exactly. She couldn’t have been completely honest. Could she?

 

“And Peter I have to say I think what she did to you was just cruel.” She continued to move closer until she finally just climbed on top of him, straddling his lap feeling his cock pressing against her crotch. “I mean she told me she just couldn’t control herself even though she knew she couldn’t do anything with you since it would be wrong to sleep with someone on the team.” Her arms were wrapped around his neck as she leaned into him talking right into his ear. “But the way she used you was just wrong. Just thinking about it makes me feel bad for you.”

 

Peter was still frozen solid. Being this vulnerable was becoming far too common.

 

“Tell me did she sit on top of you like this?” Jessica asked him. He could only nod his head in response. “Rubbing against you?” She asked with a small moan as she began to rock her hips back and forth along his cock, feeling it glide along her lower lips making her wet. Again Peter could only nod, his eyes glued to her chest as she slid back and forth on his lap.

 

Jessica became silent as she continued this way for several minutes helping to build both of them up. After a while she reached between their bodies taking hold of his cock through his uniform. “I bet then she grabbed you like this didn’t she?” again he nodded. “And she probably used you like a dildo, rubbing you against her sensitive little clit.” She whispered to him as she began to do just that. Peter moaned as he nodded once more. “That selfish bitch.” She said. “How cruel of her to use you like that.” She was circling his cock around her slit and moaning after each statement.

 

She fell silent again taking her time to enjoy this. Jessica used him to touch herself getting closer and closer to her peak. Part of her still couldn’t believe she was doing this but it was way too good to stop. Her other hand began to play with her tits right in front of his face. She smiled as she saw him staring at her hand massaging her spandex clad chest. She was so excited by everything she was quickly building towards her peak.

 

“I bet she used you right till she came didn’t she?” Jessica asked through haggard breaths. She wasn’t even paying attention to Peter anymore having no idea if he answered her or not. She roughly pinched one of her nipples as she began rubbing his cock against her with as much speed as she could. After a few more moments that was it. Jessica threw her head back in ecstasy, her moans filling the room as her back arched.

 

Peter was so close at this point as Jessica’s body began to relax, a few more small tremors of pleasure shooting through her. She smiled as she breathed heavily. “That really must have been so mean of her.” Jessica said one last time as she climbed off of him.

 

“Wait but…” Peter started before she cut him off.

 

“I know what you’re going to say.” Jessica said stopping him. “But look Pete it wouldn’t be right for us to do anything either. Like I said teammates shouldn’t sleep together. It really was wrong of Carol to treat you that way.” She smiled as she began to walk away from him. “Anyways I’m gonna take a shower. Don’t worry; I’ll be out quick if anything happens.”

 

Peter was left staring at her back as she walked away from him. He sat there, once again rock hard and with no relief. He couldn’t believe this had happened again, and with a different woman. He didn’t know what to do. He knew he should have stopped her when it started but part of him had been hoping it might really go all the way. How could he be so naive?

 

*****

 

Jessica was in the shower. The hot water cascading over her body as she had two fingers buried deep inside her pussy, wriggling back and for getting coated in her wetness. She fingered herself to multiple orgasms as she thought about what she had just done. She couldn’t help but think Carol had been so right. She had never came so hard in her life. And she knew this wouldn’t be the end of it.

**Notes for the Chapter:**

> To be continued


	3. The Final Strand

**Summary for the Chapter:**

> Carol and Jessica try to apologize to Peter

The Final Strand:

 

 

Peter’s life had completely turned upside down. First Carol had started using him for her own pleasure and now Jessica had joined in as well. The two of them had been becoming more and more persistent with their use of him over the last few weeks. Every chance they got they would corner him, get him turned on and use him to get themselves off, all the while telling him how much they wanted him and how much he turned them on, before leaving him unfulfilled. He knew he needed to put a stop to it but he just couldn’t. Deep down there was still a part of him that thought one day they might actually go through with it and actually just fuck him.

 

Things were really getting out of control. They would dominate him in more and more compromising positions. They would even do it with some of the other avengers right in the next room, or sometimes they’d make comments while they were out on missions. Always things no one else would catch onto but it still made him nervous. Carol would talk about how much of a sweat she worked up during their last training session or Jessica would mention how much she enjoyed having watch duty with him and how good it made her feel. He even got the feeling they were trying to one up each other. It was getting to the point that regardless of what he hoped he was going to have to find some way to stop it for good. Then suddenly it stopped.

 

It had been a full week wince either of them had done anything and Peter was starting to think it might actually be over. He found he had a strange mixture of relief as well as a strong feeling of disappointment that it had never actually played out. But even if he was disappointed Peter was finally able to walk around Avengers tower without being worried he was going to be groped at any moment. Then it happened.

 

Peter had his head in the fridge looking for some food when suddenly from behind him he heard a sultry voice say

 

“Hey there.”

 

Peter jumped so high he actually ended up sticking to the ceiling looking behind him at the now upside down image of Carol behind him in her full uniform.

 

“Whoa didn’t mean to scare you there.” Carol said with a giggle. “I was hoping I could talk to you.” She continued her hand behind her back as she lightly rocked back and forth on her feet innocently.

 

Peter dropped back to the floor, flipping in the air to land on his feet. “I’m really not so sure that a good idea.” Peter said as he tried to walk by her.

 

“Wait” Carol said her hand going to his chest to stop him from leaving. “Look Pete I actually just wanted to say I was sorry.” She looked sincere.

 

“…Really?” Peter asked her skeptically. She seemed to be acting out of character, he never even saw her like this before she began using him.

 

“Yeah look Jess and I have been talking lately and we agreed that we’ve been really awful to you lately, and she’d be here to but we thought both of us coming to you at once might be a little much” She explained to him.

“Oh well uh…” Peter stammered, surprised by her apology. “It’s okay I guess.”

 

“No Pete it’s not.” Carol said. “And I was hoping I could make it up to you.” She said actually beginning to look a little shy.

 

“…How exactly would you do that?” Peter asked her after she didn’t elaborate.

 

“Well you know this all started because I was actually attracted to you, sooo….” She started before taking a nervous breath and continuing. “I was wondering if you might want to go on an actual date with me.” She asked.

 

“You’re serious?” Pete asked her shocked before continuing without giving her a chance to answer him. “You spent all that time using me and saying how it would be inappropriate for team mates to date and suddenly you’ve had this complete change of mind?” He asked her.

 

“I know, I know, like I said we were real bitches to you and honestly I really want to make it up to you and I thought this was something we might both want since you never stopped me.” She said apologetically “But I get it if you don’t trust me. I haven’t exactly earned. Look I’m just really sorry.”

 

Peter thought he could see tears forming in her eyes as she turned away from him and began to move towards the door. Suddenly he felt this pull inside him, his brain was screaming at him not to do it but before he could stop himself he heard the words coming out of his mouth. “Well I guess one date couldn’t hurt.”

 

Carol spun around quickly a big smile on her face as she ran towards him and threw her arms around him. “On thank you Peter, thank you.” She screamed like a fifteen year old girl who just got her first date. Then that image was suddenly gone as she leaned in closer to his ear and whispered. “And I promise it’ll be a date you never forget. I’m going to make up for every single moment I owe you.”

 

Peter was once again stunned by her. She pulled away from their hug and she was suddenly back into her innocent persona giving him some details about what she thought they could do that Peter was only half listening to. Instead of listening to her he couldn’t help but thinking about all the ways she might make things up to him. His mind was filled with images of her naked body bouncing on top of him or writhing beneath him as he finally got to fuck her. Carol finally told him when and where to meet her which snapped him out of his daze before she said goodbye and gave him a kiss on his cheek, which she accentuated with a lick of her tongue up to his ear. She then walked away with a bounce in her step Peter had never seen from her. The second she was gone his head was once again filled with dirty fantasies that he couldn’t believe his luck he might actually get to live out.

 

******

 

Carol left Peter behind as she left the room. As she walked into the hall a mischievous grin crossed her face. “Oh if only you knew what we have planned for you.” She whispered to herself with a slight laugh. She could already feel herself getting wet just thinking about all the fun she was going to have.

 

*****

 

Peter stood outside Carol’s door debating with himself. He’d spent the last several days trying to decide if this was really a good idea or not. After everything Carol had put him through could he really trust her or was she just fucking with him again. He couldn’t decide what to believe. He’d known Carol for years and up until recently he never would have had a bad thought about her but recently he didn’t know if he could trust... but he just kept thinking what if she was telling the truth. After all there had been flirtation between the two of them in the past, and she always had been honest before. He just couldn’t risk passing it up he decided. His hand lifted to knock on the apartment door. After a few moments the door opened and Peter felt his jaw drop. Carol was standing in front of him looking better than ever. She was wearing a small black dress, going just low and high enough to cover everything that legally had to be.

 

“Wow Carole…” Peter started “You look amazing.”

 

“Thanks.” She said brushing her hair back “You don’t look too bad yourself.” She told him. Peter felt underdressed though in comparison, he was just wearing a button up shirt and khakis. “So are you ready to go.” She asked him with a giggle noticing he hadn’t taken his eyes off her dress.

 

“Yeah.” Peter said snapping out of his daze.

 

“Then let’s go.” Carole said taking Peter’s hand and leading him away. 

 

Carol quickly led him out of the building and into a cab. They took a quick ride to a club. As they left the cab Peter could see the line stretching far from the doors, he looked at Carol saying.

 

“The line looks pretty long, should we wait or try someplace else.”

 

Carol laughed as she answered. “Oh Pete you’re so cute.” She again took him by the hand and walked him past the line of people waiting. As they neared the doors Carol pulled a small card from her chest and flashed it to the bouncer. The muscular guard took one look and pulled the red velvet rope aside for the two of them as they walked in. Peter smiled as he heard the groaning of the people they had passed still waiting for a chance to get inside.

 

“What did you show him?” Peter asked her confused.

 

Carol turned and showed him her Avengers I.D. card. “Just one of the many perks of not having a secret identity.” She told him with a laugh. 

 

Carol led him into the club, the music a loud techno beat with lasers flashing everywhere. The club was filled with people, tons of attractive women in skimpy clothes but the second Peter and Carol entered all eyes were on her. Peter felt a swell of pride as all the guys stared at the girl he was with.

 

“So do you want a drink?” Peter said leaning close to Carols’ ear, still needing to yell so she could hear him over the music.

 

“Ummm… I don’t drink.” She responded into his ear.

 

The look on her face suddenly reminded Peter that Carol was a recovering alcoholic. ‘Way to put your foot in your mouth.’ He thought to himself “Right sorry I forgot I didn’t mean to…” Peter began to reply before Carol cut him off saying

“Don’t worry about it. How about se just dance?” Carol then pulled him to the dance floor.

 

Peter was stunned as they began to dance. Carol looked like pure ecstasy the way she moved her body. Her hips swayed and her arms wrapped around him. He could feel her body pressing against his as she moved. She kept a good pace changing things up constantly. She’d be facing away from him, her round ass grinding against his cock. Then she’d be facing him her chest pressed against his as her hands caressed his hair and her hot breath teased his neck. It wasn’t long before she pulled him into her for a kiss, her tongue vigorously invading his mouth in search of his own. They began to make out heavily on the dance floor, her body still gyrating against his. Peter could feel himself getting hard as her hip rubbed against his crotch.

 

They spent hours on the dance floor, Carol never tiring as she moved her body in amazing ways and making out with Peter on and off. Finally it was time for last call and Carol looked Peter in the eye saying simply to him “Take me back to your place.”

 

Peter couldn’t get out of the club fast enough, his mind again filling with images of Carol’s naked body writhing beneath him. They quickly hailed a cab and spent the entire time making out in the back seat. Once they finally got back to Peter’s apartment he quickly led Carol to his room where they continued kissing. She pushed him down onto the bed as she stood in front of him. Peter’s eyes were glued to her as she took hold of the sides of her dress. She began to push her dress down her body first revealing her huge breasts now clad only in a strapless black lacy bra. As he dress continued down he saw he flat toned stomach before she turned around bending her body and pointing her ass at him as she continued to peal her dress off. He saw a black lacy thong matching her bra that disappeared between the round cheeks of her ass. Peter stared amazed at her perfect body as she turned back towards him.

 

“Now close your eyes and get ready for a surprise.” She told him with a sly grin on her face.

 

Peter followed her orders eagerly awaiting his surprise, and surprised he was. He suddenly felt cold metal slap around one of his wrists as it was pulled up to one of the bed post. Peter opened his eyes just as Carol clasped the other side of the hand cuffs to the post.

 

“What the hell?” He asked confused, where had she even gotten hand cuffs.

 

“Come on Pete.” Carol said in a sensual voice. “You must have realized by now I kind of get off on control. I promise you’ll have fun.” She told him.

 

“I really don’t know that this is…” Peter began to protest before the words caught in his throat as carol leaned over his body to reach his other wrist, her tits were hanging right over his face as she cuffed his other hand.

 

“Good boy.” She said smiling as she then moved to his feet and cuffed them to the foot posts of the bed. Peter was now spread across his bed feeling very vulnerable. Carol climbed up onto the bed with him saying. “Now those are adamantium cuffs so they should even hold a strong guy like you.” Carol kissed him again briefly on his lips before moving to his neck. As she continued to move down his body she ripped his shirt open, her muscles tearing the fabric like tissue paper. She slowly kissed and licked her way down his chest, and then she began tearing at the rest of his clothes until he was completely nude. “Ooo is that for me?” Carol asked looking at his erect manhood. It was then that they heard a knock on the door. 

 

Peter looked confused, wondering who would be knocking on his door so late. “Oh that must be for me.” Carol said quickly running from the room. Peter called after her wondering what she was talking about but she ignored him. He heard her feet padding through the apartment, and then heard the door opening. Neither carol nor whoever she led in spoke, but he could hear them laugh and it was definitely another woman. Peter was getting really nervous as he heard the two of them begin to walk towards his room. Carol walked into the room and over near peter, her hand rubbing his chest as she began to speak.

 

“So I told you the other day that both Jessica and I were really sorry for what we had done. And it wouldn’t really be fair for just one of us to get the chance to apologize so I have one last surprise for you.” She said motioning to the door.

 

Peter looked over just as Jessica walked into the room. She was wearing a long coat covering her up. “Well don’t I seem over dresses?” She said looking between Peter and Carol, she shrugged off her coat letting it fall from her body. If Peter hadn’t already been hard he would be now. Jessica was standing there wearing some of the sexiest lingerie Peter had ever seen. It was a deep red color and looked to be made of lace, it the bra made her tits look even more amazing than usual, and her thong framed her ass perfectly. She even had a corset and a garter belt and stockings.

 

“So do you like my outfit?” She asked with a small laugh as she did a spin. “It sure looks like you do.” She finished motioning towards his cock standing straight up.

 

“So Peter do you think you can forgive us?” Carol asked. Then just as Peter was about to speak she interrupted him “Actually why don’t you wait till we’re through. Now just lay back and let us take care of you.”

 

Carol and Jessica then both moved until they were standing in front of the bed, Carol put her hands on Jessica’s hips and the two gorgeous women began to lightly kiss. Peter stared in awe as the two of them began to explore each other’s mouths, their tongues dueling between their lips. Their hands began to play across each other’s bodies, caressing in places and squeezing in others. Carol’s hand gripped Jessica’s ass pulling the brunette in closer to her as Jessica’s hands eagerly unclasped Carol’s bra letting the garment falling to the floor. Carol’s breasts were exposed, her hard nipples pointing towards her partner. Jessica eagerly took one of the pink nubs into her mouth, her tongue swirling around it making Carol moan.

 

Peter stared on the whole time watching the two beauties play, he could feel himself growing more aroused by the second, it turned him on even more that the two women kept staring him in the eye as they fondled each other.

 

Carol gasped as she felt Jessica’s teeth lightly biting her nipple while Carol’s own hand found its way into the front of Jessica’s panties seeking her clit. Jessica’s legs shook slightly as she felt Carol’s fingers touch her sensitive button. The two of them continued to become more and more desperate in their touching, light caresses turning to strong pressure rubbing over their skin. Their breath became heavier as they began to remove what little clothing they were each wearing.

 

It wasn’t long before they were both standing before Peter, all their most private areas exposed to him. Carol was now completely nude, Peter’s eyes came to rest on her shaven pussy, and he could already see her wetness. Jessica in contrast still had her corset and stocking on but her bra and panties were long gone. Her tits were just as big as Carol’s and her nipples pointing just as hard. Jessica however had a small triangle of hair above her pussy, trimmed neatly. Peter continued to stare at the beauties as they’re hands and tongues explored each other.

 

Just as Peter began to feel his dick was so hard it would burst their touching began to fade until finally they broke of contact with each other completely. They began to approach Peter from opposite sides of the bed, Carol on his left and Jessica on his right. Their hands soon reached out to touch his skin lightly caressing their fingers up his legs nearing his hard cock. Both of them skipped right over his manhood though instead moving to touch his muscled abs and chest. Carol leaned in close to him and he could feel her hot breath on his neck before she very lightly nipped at him with her teeth. Soon Jessica had her lips on his neck as well. Carol began to move up until he was nibbling on Peter’s ear as Jessica started kissing her way down his body.

 

As Jessica neared his cock her hot breath enveloped his dick. Peter felt her finger tips graze his length ever so gently making him moan. As this was happening Carol moved herself up along his bod until she was in a crouching position over Peter’s face. He could see her glistening pussy just inches from his mouth, he could smell her intoxicating aroma so near. Finally she lowered herself onto his face, roughly forcing her pussy into his mouth. At the same moment he felt a warm softness wrap itself around his cock. Peter eagerly began lapping at Carol’s wetness tasting her for the first time, he moaned into her as he felt the softness around his cock moving up and down his length, he wasn’t sure what she was doing but he could tell it wasn’t her mouth but whatever it was it felt amazing.

 

What Jessica had done was envelope Peter’s cock with her tits and she was now bouncing the large orbs of soft flesh up and down. Carol looked over her shoulder to watch her friend tit fuck him and she began to play with her own breast while Peter ate her out. She grasped at her chest desperately, roughly squeezing and rubbing her sensitive nipples increasing her own pleasure while grinding herself against Peter’s tongue. Carol was so turned on by everything that it took her practically no time at all to reach her orgasm and when Peter’s tongue finally found her clit it was enough to push her beyond the point of return. She moaned loudly and bucked her hips, her back arched and her muscles spasmed at she came.

 

Peter never stopped licking at her opening, lapping up as much of her cum as he could as the rest coated his face. Carol’s body slowly relaxed and she rolled off of him to lie panting beside him, letting Peter finally see Jessica at his cock with her tits bouncing up and down. The sight was amazing and Peter almost lost control of himself in that moment letting out a moan.

 

“Whoa now.” Jessica said pulling away from him, taking the warm pleasure of her cleavage from him. “We don’t want you cumming to fast. We still have more fun planned.” She said as she walked over to her coat lying on the floor, she dug into one of the pockets. She pulled something out and walked back to peter and held up a small ring “This should help you control yourself.” She said with a laugh. She then clasped the ring around the base of Peter’s cock. It felt very tight around him and a little uncomfortable but there wasn’t anything Peter could do and if this is what it took to finally sleep with the two of them he wasn’t going to argue. “There now you won’t cum to fast.” Jessica told him while she tightly grasped his cock quickly pumping her fist up and down to prove her point. “Now let’s take things up a notch.” She continued as she swung her leg over his body so she was startling him. He could feel her pussy pressed against his manhood.

 

Jessica Raised her body slightly leaving a few inches between them, Peter then saw Carol’s hand reach between them taking hold of his cock and pointing it straight up towards Jessica’s waiting pussy. The brunette slowly moved her body down but just as his cockhead touched her slick opening she changed her direction letting her pussy glide along the side of his cock but not letting him in. She made a sound that was a mixture of laugh and moan as she started sliding herself along his cock, her warm juicing coating his length. She started moving her body up and down like this her lips wrapping slightly around him. Meanwhile Carol had gotten her other hand between them and was using it to massage Peter’s balls, it all felt so good but he desperately wanted to be inside of Jessica.

 

“Oh god, please just do it.” He pleaded with her through gritted teeth.

 

“Oh but this feels so good.” Jessica told him laughing “Just a little longer Peter.” Carol joined him in laughing at Peter’s desperation

 

The two women continued their movements, teasing him for what seemed like an eternity. He discovered that Jessica was right about the ring though, every time he felt he was about to cum it couldn’t seem to pass the barrier and move up his cock. It actually began to feel somewhat painful but the feel of her pussy help to balance it. Eventually Peter could feel Jessica’s movements becoming less coordinated and more intense, her hips bouncing wildly against him but still not letting him inside. He felt Carol pull his cock from Jessica’s pussy briefly before using his dick to tap against the brunette’s clit. Carol began to swing his length back and forth quickly smacking it against the small pleasure nub hard enough that it began to make peter feel a little sore. Jessica on the other hand had an expression of pure ecstasy on her face Carol leaned forward and took one of the spider heroin’s nipples into her mouth sucking the pink point hard and that was the final straw. Jessica’s body became mostly still except the small convulsions running through her body.

 

After the powerful orgasm Jessica let out a long sight of relief. She leaned into Peter giving him a quick kiss on the cheek getting a small taste of Carol’s cum still coating his face. She then said to him. “Thanks, that was great.” As soon as the words left her mouth she and Carol both quickly jumped off the bed and began to redress themselves. Peter lie motionless for a moment confused by what was happening before saying.

 

“Wait, what? That’s it?” His confusion clear in his voice.

 

“Come on Pete” Carol started as she wiggled her firm body back into her tiny dress. “I told you earlier we get off on the control and this right here is going to be fuel for many masturbatory fantasies for both of us.” She explained very matter of fact.

 

“Yeah, I mean we know we’re being bitchs.” Jessica added putting her coat back on, covering herself. “But the rush mmmm.” She moaned with a small shiver of pleasure. “Honestly I’m surprised you didn’t see this coming.” She finished. He couldn’t find any words to say to them, he just couldn’t think.

 

“Well to show there’s no bad feelings why don’t you keep our toys.” Carol said motioning to the cuffs and cock ring, making the two women laugh. “So what do you say? You forgive us?” The two of them burst out laughing as they left the room.

 

Peter heard them laugh right up until they left the apartment. Peter lie there in shock not moving, barely breathing, his face and cock still covered in the women’s cum but having been denied his own release. He was trying to process everything that had just happened. Then gradually his shock faded and was replaced with rage. Who the fuck do they think they are? He thought to himself. His muscles flexed pulling against the adamantium cuffs. The strong metal didn’t give but the bed posts did, spraying splinters over the bed and floor and he freed himself. Peter was so beyond angry he didn’t even notice. At this point he had only one thought in his mind. There was no way they were going to get away with this.

**Notes for the Chapter:**

> To be continued


	4. A Web Of His Own

**Summary for the Chapter:**

> Peter Gets some revenge

A Web of His Own:

 

            Peter spent days in his lab at Horizon Labs trying to come up with the perfect revenge plan for Carol and Jessica. From the moment they left him it felt like he’d had a hundred different ideas before finally deciding on one. He knew he wanted them to pay for what they’d done but it had to be perfect. The first thought he had was to turn it around on them but he didn’t know how. He couldn’t force himself on them, that was way too far in his opinion, besides either of them were more than capable of fighting him if they needed to. He couldn’t tease them the way they had him, that just didn’t seem like it would work if anything they’d turn it back around on him somehow. Beyond even wanting to turn it all around on them he wanted the two of them to feel as embarrassed as he had. It was that desire that finally let him to his plan.

                                                                                                                                               

            Finally he had come up with an idea, now he just needed to make what he would need. That’s how he ended up spending so much time in his lab. He only left when Spider-man was needed, more than once fighting alongside the rest of the Avengers. Both Carol and Jessica were always giving him these knowing smiles, mocking him though never actually saying anything, just making him angrier. It took a lot of time and tweaking but he had finally finished, looking over the things he’d built he was proud, now he just needed to put his plan into action.

 

            It took a couple of weeks for the right moment to present itself. Every week Captain America held a meeting for the core Avengers team to go over various pieces of information from the week, discussing missions, which villains had been put in jail which ones had escaped and so on. But this week right as they were about to sit down for the briefing Hydra had let a huge attack on the city complete with giant robots and a few d list villains as support. Of course the avengers rushed out to stop them. It hadn’t been a particularly difficult fight as they clearly outmatched their enemies in strength, but the sheer number of Hydra goons had made the fight last for several hours. Once the fight had finally ended the Avengers had returned to Stark tower for the briefing, but Cap told them all to take some time and grab a shower first so he could right up a report on the Hydra attack to add to his files.

 

            This Peter realised was the perfect moment. As the rest of the team split off heading to the separate locker rooms to shower and take a bit of a break Peter instead quickly changed into another one of his Spider-man suits that he’d designed at Horizon labs. This one had full camouflage abilities allowing him to become completely invisible. He had built it to help him fight the new Hobgoblin but it worked perfectly for this situation.

 

Peter slipped into the Women’s locker room knowing none of them would be able to see or hear him. He could hear a few of the women avengers chatting and he could hear water running somewhere in the large room. He quickly climbed to the ceiling giving him a bird’s eye view of the room hoping it would be easier to find his targets this way among the rows of lockers. He crawled across the ceiling scanning the various lanes, in the first he saw the Black Widow standing with her cat suit unzipped and pulled down to her waist her top half covered by only a sports bra. Peter couldn’t help admiring her form as she stretched out her muscles. He quickly felt embarrassed in himself for looking and moved on to the next row. He managed to climb over it just as She-hulk and the Wasp were walking away heading to the showers, each of them wearing nothing but a towel thrown over their shoulders. Peter couldn’t help but glance at their butts as they turned to corner, Jennifer’s looking like a perfectly round and smooth mass of muscle, Janet’s on the other hand was much smaller but very toned. Peter again felt guilty for looking at them. Moving on to the next row he finally found the Women he’d been looking for. Carol and Jessica stood their stripping of the last bits of their clothing and tossing it into a hamper on the side of the room knowing Jarvis would wash their dirty uniforms. This time Peter had no qualms with taking in the sight of the women’s bodies, he still had to admit they were both extremely sexy regardless of how angry he was with them. The two women then left heading to the showers giving Peter the opportunity he needed.

 

He quickly jumped down to the floor going first to carol’s locker. He opened it up and was relieved to see she only had one extra uniform there so he wouldn’t have to guess which she would use. He opened a small box he had on his belt pulling out three small items he’d built, one was an oval shape and the other two were circles, they all appeared to be made of a clear flexible plastic. He quickly dabbed a bit of an adhesive he’d designed based on his webs and first placed the two circles were he guessed her nipples would sit in the uniform. He then but the oval into the crotch of the uniform, checking each of them to make sure they were secure. Once he’d finished with Carol’s outfit he moved over to Jessica’s locker and repeated the process glad to see she also only had one uniform waiting. As soon as he’d finished he quickly made his way from the locker room relaxing significantly once he was out. As he made his way to the men’s locker room to grab a quick shower himself he couldn’t help but smile knowing what he had in store for the two treacherous women.

 

*********

 

Peter finally walked into the meeting room. He saw everyone else sitting at the table waiting for him and Wolverine said

 

“’Bout time you showed up webs.” In his gruff voice.

 

“Sorry” Peter said realizing his little expedition had made him late. “I had some bad sushi last night.” He added rubbing his stomach “Why is it every octopus I encounter tries to kill me?” He joked while taking his seat. He was seated directly across from Carol and Jessica was one seat to the right of her. He would have a perfect view of both of them.

 

“Alright let’s begin.” Cap started.

 

Peter sort of just tuned cap out not really listening, to excited to see his plan in action. He waited a few minutes, letting everyone get settled in. After about ten minutes of Cap going on about some mission or another Peter touched the middle finger of his right hand to his thumb for just a second. A smile spread across his face as Carole’s body suddenly seemed to flex and her head lifted in surprise and confusion. She looked around the room for a moment not sure what had just happened, Peter was sure not to stare at her not wanting her to know yet that it was him. He then repeated the process with his left hand, this time making Jessica’s body react. ‘It works!’ He thought to himself. Peter had designed the small clear patches to vibrate when they received a certain frequency; he had then built a mechanism into his gloves allowing him to control the small vibrators, each hand controlling one of the women and each finger controlling a patch, middle and ring fingers for the nipples and index fingers for the crotch.

 

Peter was very proud of himself in this moment, and he couldn’t wait to really get things going. He continued for a few minutes just giving quick moments of vibrations on the women’s nipples. He had a hard time keeping himself quiet as the women seemed to continue to grow more and more and he almost burst out laughing as he could see that their nipples were responding to the stimulus, becoming very apparent in their skin tight outfits. Finally he decided to take things up a notch. He took the index finger of his right hand and touched his thumb holding it for a moment. Carol suddenly let out a surprised yelp as she felt the vibrations on her pussy, causing everyone to stare at her.

 

“You ok Carol?” Cap asked.

 

“Yeah uh sorry…” She said still confused. “I uh just had a shiver run up my spine.” She said not sure what had happened herself.

 

“Yeah you know sometimes those shivers can send _vibrations_ just running through your whole body.” Peter said with a smirk hidden by his mask. Carol’s eyes shot to him and he could tell she’d figured out he knew something. Then after a moment her look became angrier and Peter guessed she’d figured out he was somehow causing all of this. She looked like she wanted to jump over the table and throttle him, just making Peter all the more pleased with himself.

 

Cap returned to his talking but Carol just continued to stare at Peter. He noticed Jessica looking between the two of them trying to figure out what Carol looked so angry then just as Peter saw the look of realization come over her face he made the brunet’s pussy vibrate. She let out a small unintentional moan that she quickly covered with a cough so no one would notice. Both women were now staring daggers at Peter and he couldn’t be happier as he settled in for a long meeting.

 

He continued to tease the two women, turning each of their vibrators on and off for varying amounts of time. He could see each of them begin to breathe harder, their large chests heaving back and forth. They began to produce a small clean of sweat, coating their flushed faces. He could see Jessica gripping the end of the table so hard there were actually some small cracks forming in the wood. He knew they were trying their hardest to control themselves but their bodies were betraying them, responding to their more primal urges.

 

Carol could feel herself leaking all over the crotch of her uniform, her juices flowing from all the attention to her private parts. She had no idea how he was doing it but she knew Peter was causing this. She could feel her nipples vibrating, the sensitive nubs rubbing against the spandex of her uniform. The little pink caps to her breasts felt so hard she thought they might cut through the fabric of her uniform. The she would feel her pussy vibrating as well. The sensation running along her lower lips and up into her clit making her more wet every second. She did her best to try not to moan trying so hard not to let on what was happening to her body. She could also tell Jessica beside her was in the exact same situation, her friend’s body looking just as tense as her own.

 

Jessica really was in the same situation, her body felt like it was going to burst with pleasure at any moment. She was doing her best to control herself but could feel herself slipping into the pleasure. She couldn’t help but rub her thighs together increasing the pleasure on her pussy slightly. She could feel her own juices soaking the inside of her uniform dripping down her lips. Her fingers gripped the table so hard she had to remind herself not to crush it into splinters. She let out the softest off whimpers as she felt the vibrations stop and start over and over again. Jessica noticed wolverine sitting across from her. She could see his nostrils flaring and a surprised look spread across his face. He was sniffing the air and looked across at Carol and Jessica a little confused at first before smiling and shaking his head lightly. ‘Oh God!’ She thought. ‘He knows. He can smell how wet we are. Oh God!” Jessica was so humiliated but for some reason that just seemed to turn her on even more. She could feel the heat rising and wetness growing even more between her legs.

 

Both of the women were just on the verge of orgasm when suddenly it stopped cold, each of them becoming even more frustrated. They were angry at Peter for doing this to them but they were just as angry that he had stopped before either of them could finish.

 

Peter was quite pleased with the looks of desperation on the two women’s faces as he stopped giving them pleasure. His encounters with the two of them had been burned into his mind, including the looks on their faces as they came which is how he knew the perfect moment to stop to deny them, treating them to the same torture he had endured. The looks on their faces now were priceless, a perfect combination of frustration confusion and desperation for their release, but he didn’t give them the final moments of pleasure they so desired. Instead he waited, letting their bodies begin to relax, their peaks getting further and further away. Then once he felt they had calmed enough he began the whole process over.

 

Carol’s body was screaming for an orgasm after the third time he had stopped just short. She was practically whimpering she was so desperate, her legs shaking in anticipation for something she had realized was never going to come. She wanted it so bad and she kept getting so close. She knew if she were alone it would only take a few seconds of touching herself to finish herself off but she couldn’t risk doing that here. What if someone saw her? She would be disgraced. Instead she just let him keep doing it, hoping that he would slip up and let the vibrations go a second to long. Then they started again, her nipples vibrating sending the tingling sensation through her chest, the warm slowly spreading through her body, a minute or so later she felt her pussy begin to vibrate as well, her body once again beginning to moisten.

 

Jessica was trying to cover her heavy breathing, hoping no one noticed her gasp for air as her torture started up again. She wanted to cum so bad she was almost in tears. Is this what they had been doing to Peter? She asked herself, actually beginning to understand why he would do this to them if this is how they’d made him feel. The vibrations had barely been going for three minutes before she was could feel the pressure about to pop. She thought it had been so fast he wouldn’t catch it but just before it happened the vibrations stopped.

 

“FUCK!” She yelled losing control, her fists crushing the edge of the table with her superhuman strength. She quickly realized her slip up and looked around the room to see everyone staring at her.

 

“Uh are you ok?” Tony asked her from his seat across and a few spots down from her.

 

Jessica desperately looked around the room trying to think of an explanation. She looked up to the monitor by Cap and saw he was discussing a mission she had been on and she quickly made up an excuse.

 

“Yeah, yeah it’s just uh… I was on this mission and you know I almost had Strucker but he got away at the last second and uh… You know it was just frustrating that it was so close you know.” She quickly explained “So close.” She said a second time under her breath.

 

“Well I understand your frustration.” Tony began before adding. “But try to control yourself that was a Brazilian Rosewood table. Those aren’t cheap.”

“Oh come one Tony.” Peter said “I mean we all know just how frustrating it can be to get so close to something you want so bad just to have it snatched away at the last instant.” He stared directly at Jessica the entire time he spoke making sure she understood the double entendre. He wasn’t sure if the look she gave him back was saying she was going to kill him or if she was pleading with him to let her cum. probably a bit of both he figured and it was more than he ever could have hoped for in his revenge. He could see Carol giving him a very similar look as well just making his smile widen under his mask.

 

“Look it’s been a long day for all of us.” Cap said taking control of the room like only he could “This was our last brief any ways why don’t we call it a day and I’ll just add this to the beginning of next week’s meeting.”

 

With that everyone began to leave, pairing off and slowly filtering out the door. Peter was among some of the last to leave, watching Jessica and Carol as they began to whisper back and forth to each other, he couldn’t hear what they were saying but he was sure they were comparing what had happened to make sure they’d both experienced the same thing. Peter walked out the door of the room feeling quite proud of himself, and headed up towards the roof to leave.

 

Of course Peter might not have been so proud of himself if he had seen the two women following him up the stairs.

**Notes for the Chapter:**

> Hope you all enjoyed, Up next is the big finale!


	5. Releas

**Summary for the Chapter:**

> Everything comes to an end.

Release:

 

Peter made his way to the roof of Avengers tower quite happy with how the day had turned out. He had definitely given the two women a taste of their own medicine, leaving them in the meeting room a few minutes ago just as frustrated as they had left him all those times, maybe next time they would think twice before messing with him. He neared the edge of the roof at was just about to jump off and begin his web swing home, the thrill of swinging through the city never really wore off and he always enjoyed it. He was about to take the last step when suddenly he heard someone yell behind him.

                

“Parker!” Peter turned and saw Carol and Jessica walking across the open roof towards him.

 

‘Oh crab’ He thought to himself. He had realised there would probably be repercussions to what he had done but he didn’t expect them to regroup quite so quickly. He figured they’d have this argument in a couple of days, at least he hoped it was only an argument and not a full out brawl, his spider sense hadn’t gone off yet so he took that as a good sing. By this point the two women had almost reached him, Carol leading slightly.

 

“Look I only did that…” Peter started but he was cut off as in one swift move Carol grabbed the front of his uniform pulled him towards her lifted his mask and roughly pressed her lips to his, Her tongue forcing its way into his mouth. Peter was so shocked at first that he didn’t know what to do, and then when he recovered from the surprise he pushed her away saying. “What the hell are you doing?”

 

“Can we please talk about this later?” She said moving in to kiss him again but Peter pushed her away again saying.

 

“No I think we should talk about it now.”

 

“Look Peter we’re sorry.” Carol said

 

“Yeah if what we did to you was anywhere near as bad as what you just did to use, granted we still have no idea how you did it, we feel horrible.” Jessica added.

 

“So we thought we could make it up to you.” Carol finished explaining.

 

“Plus you know we’re both still so turned I’d fuck doctor doom right now if he asked.” Jessica said.

 

“So I’m just supposed to believe you’re going to go through with it this time?” Peter asked them not believing a word they said.

 

“Come on Pete we’re really sorry and I promise you we want this just as bad as you do right now. Please just let this happen.” Carol pleaded with him.

 

Peter didn’t know what to say. He really didn’t believe them. They’d already fucked him over so many times. But for some reason there was still a little part of him that didn’t want to risk passing it up in case they were telling the truth. Peter thought it over for a second looking at the women in front of him. He felt like the look on their faces was sincere if not a little desperate, he could see between their legs that they were so wet it had soaked the crotches of their costumes and Jessica was even rubbing her thighs together. Then Peter came up with a plan, It wasn’t something he would normally do but if they really wanted to this then he was in but he was going to make sure they weren’t just screwing with him again.

 

“Ok look if we’re going to do this then we’re going to do it on my terms. Deal?” He asked them. Both women quickly agreed, desperate to get on with it. “Ok well then you’d better keep up.” He said taking a step back and falling from the room.

 

The two women stepped forward and saw him just as his web line shot out anchoring to a nearby building sending him into a pendulum swing. They looked at each other no sure if they should follow or not. They had spoken to each other in the meeting room after he’d teased them and they really did want to make up for all the times they’d made him feel that way and they both really were insanely horny. Finally Jessica shrugged at Carol and flew off after Peter with the blonde following close behind.

 

Peter did a flip as he released his first web strand, seeing the two women flying behind him. He shot out his second line of web and felt the tug on his arm as it took his momentum and propelled him further forward. He kept up his pace heading for his home first to pick up a few things. He noticed that the women were getting kind of close to him and he really didn’t want them to catch up to him to soon. As he held his web in his right hand he took his left hand touching his index finger to his thumb.

 

Jessica suddenly felt the vibrations in on her pussy again, the shock of the sudden stimulus making her lose focus and drop a couple feet out of the air before regaining control but having fallen a few feet behind Carol.

 

Peter saw the brunette lose some speed as he held his fingers together, as he swung to his next web line he repeated the process on his other pursuer happy that it had worked. He continued to send each of the women jolts of vibrations to their various naughty places and it seemed to work at keeping them from catching up too much making sure he varied up the ways he jolted them so they didn’t get used to it. Soon he had reached his apartment building landing on the outside wall and quickly scurrying into his window, it was pretty dark at this point and he wasn’t too worried about being seen going into his apartment. He grabbed a few things before jumping back out the window swinging through the streets again.

 

The two women following him were just about to fly through his window when he went swinging out between them, the two of them grunting with frustration, just wanting to fuck, the vibrations keeping them horny this whole time. They continued to follow him, moaning as they felt the sensations running through their nipples and clits making little waves of pleasure spread through their bodies.

 

Peter made his way to his final destination. He swung into a construction site for what would eventually be a pretty tall apartment building. Currently the building looked more like the skeleton of what the structure would one day be, steel beams criss-crossing the frame that would someday act as a support for the thousands of bounds of cement and plaster that would finish it. Peter hid himself away in the shadows and waited for his prey to arrive.

 

Jessica and Carol flew into the constructions site, hovering in what would someday be the center of the building and looked around having lost sight of Peter. Carol was just about to call out his name when suddenly she saw a blur of red and blue streaking through the air towards her. The next few moments happened so quickly neither of the women had been exactly sure what had happened but when it ended they found themselves bound and suspended in the air. Each of them had one of the adamantium hand cuffs they’d used on Peter securing their ankles together and another set on their wrists; they were also hanging from a strand of webbing attaching them to a beam crossing overhead leaving their bodies dangling there, their feet hanging about two inches above the boards of wood currently working as a floor.

 

“What the fuck!” Carol said struggling against her restraints making her swing back and forth, bumping into Jessica who was hanging only about a couple feet away.

 

Peter descended in front of them hanging upside down on one of his webs truly resembling his namesake, looking over the two women caught in his web.

 

“What is this?” Jessica asked him.

 

“I said we were going to do this my way.” Peter told them “Which means this time I thought the two of you could be restrained and I would be in control.” The two women stared at him clearly surprised he would come up with something like this. “If you don’t want to do this just say so and I’ll gladly leave. Those webs will dissolve in a few hours and you’ll be free to go. Of course you’ll still have the cuffs but I’m sure two resourceful women like yourselves will be able to figure out how to pick the locks.” Peter let it all sink in for a moment before finishing with “So do you still want to make everything up to me?”

 

Jessica and Carol hung limply for a minute not knowing what to say. Should they trust him? Would he just fuck them over the way they had him? Not that they could blame him if he did. They then felt the vibrations shooting through their bodies again making them both moan out loud.

 

“Fuck it!” Jessica said once the vibrating stopped “I’m in. I just need a cock inside me right now.”

 

“Yeah, me to.” Carol added.

 

“Good” Peter said smiling widely under his mask and dropped to the floor and strode over to stand in between the two women. Peter stood for a moment admiring their bodies that were on display for him, their feminine forms curved and shapely in all the right places, he could see their chest heaving with labored breaths.

 

Peter lifted his mask tossing it to the side as he moved closer to Carol he then leaned in and kissed. He wasn’t soft either, it was a kiss letting out the built of pressure and frustration her felt for her, his lips pressing roughly against hers, his tongue forcing its way into her mouth, his hands grabbing her hair and holding her face to his. Carol let out a moan of satisfaction the moment his lips touched hers, her own tongue wrestling with Peters. His hands began to roam her body roughly fondling her big tits, making the blond moan even more as his strong hands squeezed and kneaded her soft flesh. His hands continued to roam taking a firm hold of her toned ass pulling her body closer to his as he continued to kiss her. Finally his hand snaked around to the front of her body and into the front of her uniform as his fingers found her wet opening. Carol let out a gasp as she felt his digits probing into her warm folds, and explosion of pleasure surging through her from that spot. But disappointedly just as quickly as his fingers had entered her they were gone leaving Carol feeling so very empty.

 

Peter now moved over to Jessica beginning a similar yet different process. He stood behind her turning her head towards him and capturing her lips with his. He wrapped his hands around her body each groping at one of her breasts and pinching her hard nipples before once again making their way down her body, this time his fingers circled around her clit making Jessica’s body shake lightly from the touch.

 

He kept this up for a while moving back and forth between the two women touching and groping their bodies making them moan and gasp on pleasure. He was back at Carol now once again massaging her chest but this time taking it a step further, tearing the fabric from her heaving breasts Carol let out a gasp as the cool air embraced her round globes before Peter took one into his mouth, his tongue circling the hard pink nub at its point. He gave her nipple a light bite as he tweaked and pinched the other. His hands then began to tear at the rest of her uniform soon leaving her body completely naked and exposed to the night air. Peter quickly stripped out of his clothes as well leaving it in a pile on the floor.

 

Peter stood behind Carol and took hold of her hips as he lined himself up with her pussy lips finally ready to take what had been denied to him for so long. With one solid thrust he entered her, her warmth enveloping his shaft, the two of the breathing out a sigh of pleasure. He began to pump his hips back and forth, in and out of her pussy’s embrace.

 

Carol moaned as she felt her body swing and bounce back and forth with each thrust. She could hear the slap of her ass hitting his thighs every time he entered her, the motion making her tits bounce freely. She felt so exposed and helpless. It was a stark contrast to the control she’d always had in her encounters with Peter in the past but it was just as much of a rush. His cock felt so good inside her, filling her up perfectly as his strong hands held her waist. Carol was still so turned on from everything that had been happening today that it didn’t take long at all for her to build to her climax. She felt her body tense and her muscles flex as the waves of pleasure passed over her. Her teeth clenched as she let out a long moan until her body finally relaxed.

Peter pulled his still hard cock from Carol’s pussy once her orgasm had subsided, Her body hung limply as she breathed heavily, recovering from her climax. Peter made his way bock over to Jessica again; he began to tear at her uniform as well, leaving it in tatters at her feet until she was just as naked as Carol. He took the same position behind Jessica, holding her hips and thrusting inside her. His hands reached around her and took hold off her tits, mauling them as he bounced her back and forth along his cock.

 

“Oh fuck… Yes it’s so fucking good…” Jessica kept saying between her moans as Peter fucked her. She couldn’t believe how good it felt, after all the built up she’d been threw to finally get to feel his cock inside her was pure bliss. She flexed her inner walls, holding his manhood inside her with as much strength as she could. It wasn’t long before she too was overcome with orgasm. “FUCK! FUCK! FUCK! FUCK!!!!!!” She yelled as she felt the pleasure take her. She lost all sense of awareness forgetting everything and existing in a world of pure orgasm.

 

Peter continued to thrust in and out of her warm pussy as she came. Once Jessica’s orgasm finally faded he pulled himself out of her and walked over to his uniform digging into his belt and pulling out a small multi tool and a key. He hit a button on the tool and a small blade popped out. He walked over to Carol first and reached up over her head, flicking the blade. Carol’s limp body fell to the ground with a small thump but Peter knew the fall wouldn’t hurt her. He then took the key and unlocked the cuffs on Carol’s ankles.

 

The blonde sighed with a bit of relief from the restraints being removed and stretched her legs out to the sides.

 

“Are you going to unlock these too?” Carol asked holding her wrists up to him.

 

“Not quite yet.” He told her smiling, “I’m enjoying being in control for a change.”

 

Carol accepted her submissive role as she lay on her back, her arms stretched above her head and her legs spread exposing her pussy. Peter told her to stay put as he walked over to Jessica repeating much of the same process, though Jessica had seen what to expect and landed on her feet. He then guided Jessica over to Carol, moving the brunette until she was straddling her friend. The two women giggled a bit as Jessica was leaned forward pressing their chests together. Their giggles quickly changed to small moans as their nipples rubbed together, and their clits touched sending little jolts of pleasure through their bodies.

 

Peter positioned himself between their legs and took a moment to admire the sight. He could see both their wet pussy rubbing together and Jessica’s round ass staring right up at him. He lined himself up and thrust once again into Carol’s waiting depths, her warmth surrounding him. He began to move his rips back and forth rocking the blonde superheroin’s body back and forth with each motion. After a few strokes he pulled out of her and thrust into Jessica’s pussy instead. He kept this up going back and forth between the two women keeping them both satiated.

 

Jessica and Carol were both greatly enjoying themselves. Not only were they each getting their turns with Peter’s cock deep inside them but they also enjoyed the stimulation they got from the rocking of their body’s, making their nipples and clits rub against the other. Soon the two gorgeous women found themselves kissing, their lips and tongues feeling as if they were melting into one.

 

Jessica let out a small yelp as she felt Peter’s hand slap one of her firm ass cheeks, and then again as he spank the other cheek as well. Jessica then moved her lips back to Carol’s but they didn’t stay there long, soon they’d made their way down to Carol’s neck kissing and licking at the flesh, Carol’s moans of appreciation letting Jessica know she was doing it right.

 

Carol gasped as Jessica’s teeth came down on her neck just as Peter thrust into her again. She could feel her friends lips suctioned onto her neck as she continued her biting. It was all beginning to feel like too much stimulus but she didn’t want to cum just yet.

 

“Oh fuck I’m close!” She said through gritted teeth.

 

“Mmmm me to!” Jessica answered.

 

The two of them began kissing again, their bodies still rubbing together, their pussy’s still being filled by Peter’s dick. Carol held off as long as she could but finally she was overpowered. Her orgasmic scream was muffled by Jessica’s lips as she started to buck her hips up and down. The added pressure of Carol’s hips pressing against Jessica’s clit was enough to send her over the edge as well. The two women shared their orgasms, their muscles spasming and contracting.

 

Peter felt Carol’s inner muscles clamp down on his length making her even tighter. He knew he’d been near his peak all ready but wouldn’t let up till the two women had finished. He kept pumping into her shaking body trying so hard not to cum. Finally he saw the two women’s bodies relax and he just let it go. He pulled out of Carol just as his first blast of cum shot out of him. The wet projectile landing on Jessica’s butt, he noticed that she laughed a bit and began to shake her ass slightly, making it jiggle as he kept cumming. He shot spurt after spurt of cum feeling almost euphoric to finally get his release from these two after all they’d done to him. Once he was finally done he saw that Jessica’s ass was completely covered in his sticky fluids, some even pooling in the small of her back.

 

“Holy shit that’s a lot of cum.” Jessica said with a laugh.

 

“Well you made we wait long enough.” He told her laughing himself.

 

“Oh let me see.” Carol said as she managed to wiggle herself free from under Jessica, which wasn’t easy with her handcuffs. The blonde’s eyes shot open as she saw just how much cum there really was.

 

Peter was more than a little surprised when he next saw Carol lean in and start to lick at the salty mess on Jessica’s ass. She was very thorough, running her tongue over every inch of her friends round butt. At the and she licked up the small pool in the small of Jessica’s back, getting the last few drops before moving around and giving Jessica one last deep kiss allowing the brunette to taste the salty goo herself.

 

The three of them sat there for a few minutes completely silent except for the sounds of their labored breaths. None of them seemed sure of what to say or do next.

 

“Well” Peter said when he couldn’t stand the silence any longer. “I guess we’re all even now.” He said awkwardly.

 

“Does that mean you can take these off now?” Jessica asked nodding to her wrists.

 

“Oh right. Sorry” Peter said moving to retrieve the key. The women both let out a sigh of relief and stretched their sore arms. Peter then began to redress reminding Carol of something.

 

“Wait a minute. You shredded our clothes.” She said to him “What exactly are we supposed to wear?”

 

“Huh I honestly didn’t really think about that.” Peter said. “I guess I could swing back to the to wear and get you something to wear.”

 

“And we’re just supposed to trust you to come back?” Carol asked him.

 

“Well you don’t really have much of a choice now do you, unless you want to go flying around the city naked.” He told her. “Besides it’s not like I have some sort of grudge against you two for leaving me somewhere naked and helpless.” He added before jumping out of the partially constructed building and swinging off into the night.

 

“Wait that was I joke right?” Jessica asked, more than a little nervousness in her voice as she pictured him handcuffed to his bed.

 

“God I hope so.” Carol answered.

**Notes for the Chapter:**

> And that's the end of the story. I hope you all enjoyed reading it as much as I did writing it. Once again thanks to JViper for the request and the help with the outline. See you all again next time.

**Author's Note:**

> To be continued


End file.
